Terms of cooperation

TOPMET Light Terms of Cooperation for 2019

1. Submission and execution of orders
   1. Orders must be submitted in writing.
   2. Orders are confirmed by Topmet with order confirmation. No written confirmation results in invalidity of the order.
   3. For orders for LED profiles in standard lengths in anodized silver or raw versions, the lead time is 5 working days of order acceptance. Where the order includes white or black profiles, angular connectors, special handles, for example to LED PEN profile, the lead time is up to 15 working days. The lead time for Topmet luminaires is also up to 15 working days.
   4. LED profiles and “click” diffusers are offered in lengths of 1m and 2m. Profiles and diffusers in lengths of 3m or 4m are available on request – sold as a multiple of 10pcs (subject to paragraph 1.5) – and in special sizes based on individual arrangements with the salesperson. Exceptions are special products offered only in the specified length.
   5. The wholesale offer covers only products in full packs. For both LED profiles, diffusers and accessories such as caps and handles, an order must cover 10 pcs and multiples of 10pcs. EAN identification is only available for full packaging – details are available from account managers.
   6. Profiles and diffusers offered as samples may have a length of 100mm. In other cases, the order is treated as a special order.
   7. Minimum order value is PLN 500 net (or EUR 400 for foreign customers).
   8. The customer making a purchase at Topmet accepts the rules of supply and guarantee available here: https://www.topmet.pl/pl/polityka-prywatnosci/
   9. The sales note is not sent along with the goods. It is supplied in electronic form (e-invoice) or by mail, depending on customer preference.
   10. Topmet offers the ability to place orders via its online B2B system. Orders placed via the B2B system are covered by an additional 1% discount. In the system, the customer has access to the documents and information on the availability of products. Access to the system is possible after obtaining a login and password from the merchant.
2. Implementation of shipments
   1. Goods are made available at the headquarters of Topmet and packed by TOPMET on request. Topmet offers delivery through a shipping company at a certain price, but is not liable for any delays, damage resulting from handling by the shipping company. Shipping takes place subject to an explicit agreement by the parties of the terms, in particular INCOTERMS, which apply to a particular shipment.
   2. Topmet covers the costs of transportation, depending on the area of delivery, for orders over EUR 1,000 (zone 1) or over EUR 1,500 (zone 2), the remaining zones are agreed individually with the account manager. Appendix – Zones.
   3. For partial shipments made on request, the cost of the first shipment is only covered, subject to paragraph 2.2).
   4. Orders can be picked up in person or via forwarding service ordered by the customer. The risk of loss or damage to such shipment passes to the customer upon delivery of the goods to the forwarder.
   5. The costs of shipping profiles and diffusers with a length of more than 2m are set individually, subject to paragraph 1.7.
   6. Each additional order is treated as a new order. Rules for shipment, lead times and minimum ordered quantity apply to each individual order.
   7. Profiles and diffusers cut to size are available only if you accept the individual valuation. The minimum order quantity for profiles and diffusers cut to size in accordance with paragraph 1.7 is 50 pcs and a multiple of 50 pcs counted at the cost of full meters. You can order smaller quantities (subject to par. 1.5), with an additional fee of PLN 2 (EUR 0.50) apiece. The lead time for special orders is 15 working days. TOPMET LIGHT reserves the right to require a deposit of 50% of the order value.
   8. Personal collection of goods in countries outside the EU requires customs clearance performed by TOPMET LIGHT. Clearance costs are borne by TOPMET LIGHT for orders with a value over EUR 2,000, otherwise the fee of EUR 50 is charged. The cost of transport of goods dispatched by TOPMET LIGHT through a shipping company to countries outside the EU includes customs clearance costs.
3. Payment terms
   1. The primary method of payment is prepayment into the bank account according to the received pro-forma invoices. It is possible to offer a deferred payment with a certain amount of credit following a multistage verification of the customer’s financial credibility.
   2. In the case of prepayment, shipments are executed after depositing the amount in the bank account of Topmet.
   3. In the case of deferred payment, goods delivered to the customer remain the property of Topmet until the payment by the customer of the sale price in whole.
4. Other conditions
   1. The customer is responsible for the ability to use and the effects of use of goods supplied by Topmet in the customer’s specific structural solutions, even if Topmet was included as an advisor or consultant in the preparation of the design and the final product of the customer. Other responsibilities require explicit written agreement.
   2. Property rights to any intangible property protected by the Industrial Property Law and the Law on Copyright, in particular any works protected by copyright, patents for inventions, utility models, trademarks, trade names, indications of provenance, designations of origin, topographies of integrated circuits, rationalization projects, information as to the proper application of inventions and other knowledge and experience of a technical nature directly suitable for use in business and scientific activity, organizational information and any other information provided to the customer by Topmet in the trade relation are the property of Topmet. Completion of an order does not imply the grant of any license. The customer has no right to use or copy, reproduce or make available any goods to third parties for any purpose other than the use of the purchased goods.
   3. Topmet reserves the right to make structural changes resulting from the development of technical achievements in relation to the current sales offer.
   4. The law applicable to these terms and agreements between the parties is exclusively Polish law. In matters not governed by the provisions of these terms and conditions, the provisions of the Civil Code apply.
   5. In the case of contracts and purchase terms drawn up in Polish and foreign languages, the authentic language of the contract is Polish language. In case of differences between the Polish and foreign language versions of the contract, the Polish version prevails.
   6. Any modifications to these Terms and Conditions and amendments to contracts between the parties require written form to be valid.